Year End Review 2009 - goetzpartners › uploads › tx_gp › V16_YearEnd...TechnoTrend GmbH to Görler Telekom, a Kathrein Group Company Germany/Netherlands June 2009 UK February

Year End Review 2009January 2010

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2009 was a challenging year: the financial crisis developed into a global economic breakdown and M&A deal markets almost closed. Despite a tough start, the year nevertheless turned out to be excellent for goetzpartners, who advised on some exceptional transactions: the sale of Dutch Internet retailer bol.com, one of the few large LBOs in 2009; the placement of a EUR 195 million convertible bond for Infineon; supporting BayWa AG in the acquisition of over 87.7% of the shares in Renewable Energy Concepts AG (Renerco), a European-wide developer and operator of wind and solar energy plants.

One consequence of the disruption in the corporate finance industry was that exceptional talent became available. We seized the opportunity to leverage on this by increasing our professional staff significantly from 55 to over 70. This will enable us to strengthen our industry groups together with our debt and capital market capabilities and fully meet the requirements of the current market environment in which structuring and financing of deals demand more in-depth expertise, dedication and time.

We believe in the strength and values of our international network and can proudly announce the full integration in 2009 of our long time partner in Russia - ACP - into the group as goetzpartners Russia. Headed by the ACP founders, Vladimir Matias and Jan-Hendrik Röver, the team of 10 experienced corporate finance professionals bring in an impressive track record and network in Russia/CIS countries and will serve as a bridge for cross-border transactions in this region.

Consolidation of sectors via mergers and acquisitions offers growth and profitability paths for companies following a long-term strategy and will play an important role to overcoming the crisis. We have a strong project pipeline and foresee interesting transaction opportunities in 2010, which promises a revival of the M&A activity. We are convinced that the window for well-prepared exits has opened again, even for difficult industry sectors such as automotive and media.

We look forward to working closely with you in 2010 and remain fully dedicated during the year ahead.

Yours sincerely,

Dr. Stephan Goetz Dr. Gernot WunderleManaging Partner Managing Partnergoetzpartners goetzpartners CORPORATE FINANCE GmbH CORPORATE FINANCE GmbH

Dear Reader,

Highlights in 2009goetzpartners closed 16 transactions in eight countries with a team of 70 corporate finance professionals in nine offices

own officesassociated offices

GERMANY Sale of three subsidiaries from Wheelabrator and DISA to Pangborn Corporation Issuance of 7.5% guaranteed subordinated convertible bonds due in 2014 by Infineon Sale of bol.com from Holtzbrinck Networks and Verlagsgruppe Weltbild to Cyrte Acquisition of 87.7% in Renerco Renewable Energy Concept by BayWa Acquisition of 80% in Energiepark Trelder Berg by Enovos Acquisition of Home Shopping Europe from Primondo by Axa Private Equity

FRANCE CMC Capital Privé provided equity to DSO Interactive Coyote System entered a strategic alliance with 21 Centrale Partners and Private Investors

UNITED KINGDOM Sale of Absolute Radio’s content delivery network to Ipercast Strategic Advisory to The Overtis Group

CzECh REpUblIC Acquisition of MIBRAG by CEZ Group and J&T

OUR BUSINESS

OUR SERVICES

Our natural sweet spot is a transaction size between EUR 20 million and EUR 350 million. Nevertheless, there have been several multi-billion Euro transactions led by goetzpartners over the last years. With a national and international strategy, we strive to deliver the highest value to our clients.

Deals per volume over the last 5 years (2005 – 2009) in %

Deals per sector over the last 5 years (2005 – 2009) in %

PublishingNew MediaTV BroadcastingEngineering & AutomotiveInformation TechnologyCableEntertainmentConsumer Goods & RetailUtilitiesConsumer EquipmentOutdoor AdvertisingRadio BroadcastingOther

up to EUR 50 millionEUR 50 m - 250 millionEUR 250 million +

Over the last 5 years we have closed transactions with a total volume of more than EUR 11 billion. Our international partnerships continue to generate deal flow and provide local knowledge, expertise and close contact to local decision makers.

Advising shareholders, both corporate and private on maximizing shareholder value including: - Identifying and supporting on acquisition opportunities - Divesting of non-core and non-strategic assets - Preparing the business for the sales process - Identifying strategic and financial partners

Advising management teams on buying businesses (MBO/MBI/BIMBO)

Advising private equity companies on investment opportunities or on exit strategies

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13

11

1010

8

7

7

44

33

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60

26

14

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Client Following the successful MBO of Virgin Radio (rebranded

as Absolute Radio) in July 2008, goetzpartners was engaged by Absolute Radio to advise on the disposal of its content delivery network (“GSN”)

The transaction was undertaken by goetzpartners as part of its ongoing strategic advisory to Absolute Radio

Transaction GSN was established by Virgin Radio to provide a global

capability for webhosting and streaming its online audio and video content. Virgin Radio subsequently provided this service to third parties’ clients in the radio sector to fully utilise GSN’s network capabilities

Following a Board review, Absolute Radio decided to dispose of this asset and seek a commercial arrangement with the acquirer for the provision of ongoing CDN services

goetzpartners achieved a successful conclusion to the trans-action with Absolute Radio reaching an agreement with Ipercast, a fast growing specialist in secure content manage-ment and delivery for web and mobile based in Paris, France

CASE STUDY – Absolute Radiogoetzpartners advised Absolute Radio on the disposal of its content delivery network (CDN) assets to Ipercast

goetzpartners’ solutions Worked closely with the management team to

develop the Briefing Memorandum that captured the value and technical capabilities of the network, underlying assumptions and business drivers

Approached a targeted list of buyers that included leading providers in the CDN sector and smaller niche players looking to accelerate growth in the UK

Advised on the structuring of the deal and co-ordina-ted the due diligence process

Supported the negotiation process, advising on the terms of the asset purchase agreement, service level agreement and ongoing commercial relationships

Achieved maximum value for the seller, successfully maintaining the initial offer price throughout the due diligence process despite the relatively small deal size and extended the timetable to completion

6 7* goetzpartners’ client

TMT PracticeTransactions in the technology, media and telecommunications sector 2009

The Overtis Group——————————

Strategic Advisory ——————————

UK September 2009

(value not disclosed)

AXA Private Equity* ——————————

acquired——————————

Home Shopping Europe from Primondo

Germany Pending


Absolute Radio*——————————

sold——————————its content delivery network to Ipercast

UK/France October 2009


Coyote System*——————————

entered a strategic alliance with

——————————21 Centrale Partners and Private Investors

France Pending

Sagem Communications*an affiliate ofThe Gores Group

——————————acquired

——————————Gigaset Communications’

Broadband and WiMAX operations

Germany/France July 2009

EUR 195,600,000

Infineon Technologies AG* ——————————

issued——————————

7.5% guaranteed subordinated convertible bonds due 2014

Germany May 2009

EUR 10,000,000

TechnoTrend NV*——————————

sold——————————

TechnoTrend GmbH to Görler Telekom,

a Kathrein Group Company

UK February 2009


Holtzbrinck Networks* & Verlagsgruppe Weltbild*

——————————sold

——————————bol.com

to Cyrte Investments

Germany/Netherlands June 2009(value not disclosed)

Absolute Radio*——————————

sold——————————its content delivery network to Ipercast

UK/France October 2009

Client Baywa AG is a company with international operations

in wholesale and retail with activities in three segments: agriculture, building materials and energy

The group has more than 2,700 sales locations in 8 European countries with main sales areas located in Germany, Austria and Eastern Europe. In 2008, BayWa AG generated sales of approx. EUR 8.8 billion

BayWa AG shares are listed at Frankfurt Stock Exchange; since 2009, the company has been a member of the German MDAX (mid-cap DAX)

Transaction BayWa Green Energy GmbH, a subsidiary of BayWa AG,

acquired 87.7% of the shares in Renerco Renewable Energy Concept AG from its current majority shareholder, Babcock & Brown GmbH

Renerco, a long established company in the market, develops and operates systems for generating wind and solar energy

The acquisition underpins BayWa AG’s growth strategy in the renewable energy business and significantly reinforces the market position of its subsidiary BayWa Green Energy GmbH

CASE STUDY – Renercogoetzpartners successfully advised bayWa AG on the acquisition of 87.7% in Renerco Renewable Energy Concept AG

goetzpartners’ solutions goetzpartners acted as exclusive financial advisor

to BayWa AG Analysed the renewable energy market in Germany

and Europe; goetzpartners provided the buyer with intelligence on ongoing market dynamics throughout the process

Assessed the existing business plan and subsequent valuation of the target incl. scenario analysis

Coordinated the other involved advisors like lawyers, technical consultants or accountants

Advised on the bidding strategy in a highly competi-tive bidding environment

Supported in the negotiation process with the seller

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“Through these acquisitions, BayWa has established itself as a leading player in this high-growth market.”Klaus Josef lutz, CEO BayWa AG

* goetzpartners’ client

Energy & Utilities PracticeTransactions in the energy and utilities sector 2009


Enovos International*——————————

acquired——————————80% in Energiepark Trelder Berg GmbH

Luxemburg/Germany Pending

EUR 50,000,000

BayWa AG*——————————


87.7% in Renerco Renewable Energy Concept AG

Germany December 2009

EUR 404,000,000

CEZ Group and J&T*——————————


MIBRAG fromNRG Energy and URS Corp.

Germany June 2009

ˇ

EUR 50,000,000

BayWa AG*——————————


87.7% in Renerco Renewable Energy Concept AG

Germany December 2009

Consumer Goods & Retail PracticeTransactions in the consumer goods and retail sector 2009

Client With over 80 million visitors last year, bol.com is a leading

online book and media retailer in the Netherlands with top market positions in various product categories in the fast growing online retail market

The current product offering includes books, CDs, DVDs, games, and a wide range of consumer electronics. Over 2 million customers buy regularly at bol.com, and this number is increasing rapidly. Most recently, the company was awar-ded ‘Best Online Store of the Netherlands’

The company generated revenues of around EUR 224 million in 2008, selling more than 11 million products, and employs 240 people in its office in Nieuwegein, the Netherlands

Transaction To optimize the divestment proceeds and shareholder

value, both shareholders jointly hired goetzpartners to run the sales process as exclusive financial advisor

The target attracted offers from various strategic and financial investors. goetzpartners set up a highly competitive process to maximize the outcome for the shareholders and to guarantee a fast transaction

At the end, the shareholders accepted the bid from Cyrte Investments which offered a very attractive package in a difficult market environment

CASE STUDY – bol.com goetzpartners advised holtzbrinck Networks and Verlagsgruppe Weltbild on the sale of bol.com, the leading Dutch online book and media retailer


to the shareholders Set up sales process strategy, approached selected

strategic and financial investors, taking into account the regulatory environment

Advised on the valuation of the target Initiated the sales process and set up a disposal

strategy Coordinated the business due diligence Supported in the negotiation process with the

bidding parties until signing

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“The successful sale of the financial investment bol.com strengthens Weltbild with the reorganization.”Dr. Klaus Donaubauer, Chairman Weltbild


AXA Private Equity* ——————————


Home Shopping Europe from Primondo


The shareholders* ——————————

sold——————————

a minority stake in Schneekoppe to Delvena

Lebensmittel-Kontor GmbH

Germany GermanyPending July 2009



——————————sold

——————————bol.com


EUR 10,000,000

TechnoTrend NV*——————————

sold——————————

TechnoTrend GmbH to Görler Telekom,

a Kathrein Group Company

Germany/Netherlands UKJune 2009 February 2009

Sagem Communications*an affiliate of The Gores Group

——————————acquired

——————————Gigaset Communications’

Broadband and WiMAX operations

Germany/France July 2009

* goetzpartners’ client



——————————sold

——————————bol.com


Germany/Netherlands June 2009

Client Mid Europa Partners is a leading independent private equity

investment firm focused on Central and Eastern Europe with approximately EUR 3.2 billion of assets under management. The team operates from offices in Budapest, London and Warsaw

A portfolio company of Mid Europa Partners, Wheelabrator is the world‘s largest provider of surface preparation and finishing equipment. It offers a complete range of OEM machines, aftermarket products and services

Acquired by Wheelabrator in 2008, DISA develops and manufac-tures a complete range of ferrous and non-ferrous metal casting products and metal surface finishing solutions

Transaction In the summer of 2008, Wheelabrator acquired DISA. For

the clearing of this transaction, the German Federal Cartel Office mandated the sale of the combined company’s European heavy duty wheelblast assets

With almost 2,000 wheelblast machines installed through-out Europe, the three entities form one of the leading providers of heavy duty wheelblast applications, primarily to the foundry and forge and automotive industries

Following a competitive bidding auction, the three sub-sidiaries were sold to CER Europe Holdings LLC, a subsidiary of CER Holdings LLC, the holding company of Pangborn Corporation, a manufacturer of metal surface preparation systems, equipment and services

CASE STUDY – Wheelabrator/DISAgoetzpartners advised Mid Europa partners and Wheelabrator/DISA on the sale of European heavy duty wheelblast assets


to Mid Europa Partners and Wheelabrator/DISA Coordinated and reported to the Trustee and the

Security Agent Identified and approached selected international

strategic and financial investors Coordinated Vendor Due Diligence and the carve-

outs of the assets Assisted in developing the management presen-

tation and coached the management team throughout the process

Organized and coordinated of the entire due diligence process

Assisted throughout the whole negotiation process of the sale and purchase agreement until signing


Industrial & Automotive PracticeTransactions in the industrial and automotive sector 2009


RSM Group*——————————

was sold to ——————————

EuroMaint Rail AB

Germany Pending


Wheelabrator* / DISA* an affiliate of

Mid Europa Partners——————————

sold——————————

three subsidiaries to Pangborn Corporation a subsidiary of

Atlas HoldingsGermany April 2009

EUR 22,991,000,000

Schaeffler Group*——————————

acquired——————————49.9% of Continental

via its public tender offer

Germany January 2009


Wheelabrator* / DISA* an affiliate of

Mid Europa Partners——————————

sold——————————

three subsidiaries to Pangborn Corporation a subsidiary of

Atlas HoldingsGermany April 2009

Client Founded in 2001, DSO Interactive is a specialist in consumer

overdue receivables collection on behalf of third parties. The company processes the whole spectrum of overdue receivables, from the freshest to the oldest

Supported by a unique network of bailiffs in France as well as recognized internal collection teams, the company has experienced rapid growth in the past years (20% p.a. increase in revenues from 2005 to 2008)

From 2007, in order to leverage on its collection capabilities, the company has initiated an overdue receivables portfolio acquisition activity

Based in Paris, DSO Interactive employs more than 100 people. In 2008, it generated EUR 17 million of revenues

Transaction Approach of both financial and industrial partners, capable

of supporting the company in its growth projects Capital increase subscribed by both a newcomer, CMC-CIC

Capital Privé and a historical shareholder. Exit of some shareholders

CASE STUDY – DSO Interactivegoetzpartners assisted DSO in finding a partner capable of supporting the company in its growth projects

goetzpartners’ solutions Mandated to find a suitable partner capable of

supporting the company’s growth projects and to conduct a partial reorganization of the capital

Carried out financial modeling and conceived a business plan

Prepared the MOI Selected approach of various potential partners,

both financial and industrial Structured various transaction options Supported the company throughout the whole

negotiation process


Services PracticeTransactions in the services sectors in 2009


CMC Capital Privé ——————————

provided equity to——————————

DSO Interactive*

France April 2009


CMC Capital Privé ——————————

provided equity to——————————

DSO Interactive*

France April 2009

“This capital raise allows us to pursue our growth strategy.”Jean-François bensahel, CEO DSO Interactive

goetzpartners CoRPoRATE FInAnCE Teamgoetzpartners has 20 senior professionals all over Europe and over 70 corporate finance professionals in total

“Our people are the key to our success. They all share the same sense of dedication and delivery for the benefit of the client.”Dr. Stephan Goetz, Managing Partner, Munich

“Our employees are an integral part of our strategy and distinguish themselves through a high level of commitment and a genuine passion for their work, combined with a strong analytical background.”Dr. Gernot Wunderle, Managing Partner, Munich

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Hugues ArchambaultExecutive Director, Paris

Felix DohnaDirector, Munich

Benoit Perrin d’ArlozDirector, Paris

Alun SimpsonDirector, London

Peter BoesensellExecutive Director, Munich

Michael GoehrDirector, Munich

Vaclav MatatkoManaging Director, Prague

Dr. Jan-Hendrik RöverManaging Director, Moscow

Ivo PoltenDirector, Munich

Herbert WerleManaging Director, Zurich

José Cabrera-KabanaManaging Director, Madrid

Marc BoscheinenDirector, Munich

Martin KösterDirector, Munich

Franck PortaisManaging Director, Paris

Hak YeungManaging Director, London

Rupert CookDirector Technology, London

Vladimir MatiasManaging Director, Moscow

Dr. Henrietta Schmidt-WilkeManaging Director, Munich

OUR SENIOR PROFESSIONALS

About goetzpartnerspassion, excellence, delivery – a partnership for success

With close to 200 professionals and offices in Munich, Dusseldorf, Frankfurt, London,Paris, Madrid, Moscow, Prague and Zurich as well as cooperations in Budapest, Los Angeles, New York, San Francisco, Bangalore and Mumbai, goetzpartners ranks as one of the leading independent consultancy firms in Europe. By offering profound expertise in the fields of corporate finance (goetzpartners CORPORATE FINANCE) and management consulting (goetzpartners MANAGEMENT CONSULTANTS) under one roof, goetzpartners combines deep functional expertise with a unique market approach.

goetzpartners CORPORATE FINANCE is focused on M&A, corporate finance, fairnessopinions/valuations and corporate partnering advisory. goetzpartners MANAGEMENTCONSULTANTS is specialized in the fields of strategy, organization, operational excellence, sales and marketing, restructuring and strategic due diligence.

goetzpartners stands for an innovative consulting approach and tailor-made solutionsthat are successfully implemented together with their clients.

Deal Size < EUR 1,000mgoetzpartners’ sectors: Consumer (Retail), Energy, Industrial Products, Services and Industrial (Electronics)Source: mergermarket, 01/01/2006 – 16/12/2009

M&A LEAGUE TABLESIn 2009, goetzpartners ranked amongst the top M&A advisors in their active sectors

European TMT transactions 2006 - 2009 per volume

Rank Company EURm # 1 Rothschild 11.713 622 KPMG 3.570 503 Deloitte 3.179 444 Lazard 8.923 415 Ernst & Young 2.864 396 PricewaterhouseCoopers 1.541 347 Deutsche Bank AG 8.620 298 UBS Investment Bank 6.821 299 Goldman Sachs 8.118 2410 goetzpartners 3.171 2411 Credit Suisse 8.869 2312 JPMorgan 8.441 2313 Grant Thornton Corporate Finance 361 2314 Morgan Stanley 8.500 2115 Investec Investment Banking 1.331 2116 BNP Paribas SA 5.046 2017 ING 3.629 2018 Citigroup Inc 6.512 1919 LongAcre Partners Ltd 1.944 1820 Jefferies & Company Inc 1.774 1821 ABN AMRO ~ 3.119 1722 Merrill Lynch 5.762 1523 M&A International Inc 377 1524 SEB Enskilda 1.388 1325 Altium Capital Limited 172 13

goetzpartners’ sectors Germany 2009 per volume

Rank Company EURm # 1 goetzpartners 267 62 Goldman Sachs 392 53 Morgan Stanley 640 44 Close Brothers Group Plc 26 45 Ernst & Young 885 36 Lazard 286 37 C.H. Reynolds Corporate Finance 0 38 Deutsche Bank AG 1.077 29 Royal Bank of Scotland Group Plc 905 210 Deloitte 427 211 KPMG 200 212 Sal. Oppenheim jr. & Cie. KGaA 53 213 Lincoln International 23 214 HSBC Bank plc 0 215 Rothschild 0 216 ING (formerly ING Barings) 885 117 Kempen & Co N.V. 885 118 Bank of America Merrill Lynch 404 119 UBS Investment Bank 350 120 Credit Suisse 192 121 Grant Thornton Corporate Finance 192 122 Jefferies & Company Inc 192 123 Mizuho Financial Group Inc 172 124 William Blair & Company 172 125 Metzler Corporate Finance 150 1

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goetzpartners offices and Contacts

Dr. Gernot WunderlePrinzregentenstr. 5680538 Munich, GermanyT: +49 - 89 - 29 07 25 - 0

Königsallee 60 B40212 Dusseldorf, GermanyT: +49 - 211 - 600 42 - 570

Bockenheimer Landstr. 2460323 Frankfurt, GermanyT: +49 - 69 - 2 47 50 48 - 0

Hak Yeung32 Brook StreetLondon W1K 5DL, UKT: +44 - 20 - 7647 7700

José Cabrera-KabanaGta. Rubén Darío 3, 3°28010 Madrid, SpainT: +34 - 91 - 745 13 13

Vladimir MatiasPrechistensky per. 14/1119034 Moscow, RussiaT: +7 - 495 - 981 07 91

Franck Portais19, Avenue George V75008 Paris, FranceT: +33 - 1 - 70 72 55 00

Václav MatatkoMelantrichova 17110 00 Prague 1, Czech RepublicT: + 420 - 221 632 451

Herbert WerleSchwerzistrasse 68807 Freienbach/Zurich, SwitzerlandT: +41 - 055 - 4154 199

www.goetzpartners.com

Documents

Year End Review 2009 - goetzpartners › uploads › tx_gp › V16_YearEnd...TechnoTrend GmbH to Görler Telekom, a Kathrein Group Company Germany/Netherlands June 2009 UK February